Moving On
by Helmet 798
Summary: Spike learns that Rarity will never love him. Now the young dragon attempts to learn from his mistakes and move on, but that could be tough considering that he still has feelings for Rarity and is also developing feelings for somepony else.
1. Chapter 1

**Moving On**

 **Chapter One: Rejection**

* * *

Twilight walked into the kitchen to grab a small snack. When she got there she saw Spike whipping up waffles with his trusty whisk, with a side of whipped cream. "Spike, dinner isn't for another three hours."

Spike looked up. "Oh, hi Twilight. These waffles aren't for us. These are for Rarity."

Twilight's face dropped, alongside her wings. "Oh, uhh…."

"And after I give Rarity these waffles, she'll finally understand how I feel about her."

Twilight rolled her eyes slightly, mumbling "Oh, she already knows how you feel Spike."

Spike chuckled. "Well yeah, Rarity knows that I've had a crush on her for quite a while. What's it been? Maybe two-and-a-half years? But even though she knows about my crush, she still doesn't fully comprehend how much I love her, because if she did, she would love me back."

Twilight sighed silently, something that Spike failed to notice, and said "Are… are you sure about that?"

Spike narrowed his eyes. "Oh…I see. You still think that I don't have a chance with her."

"Spike, I **know** you don't have a chance with her."

"What do you know?!" Spike yelled, pointing his whisk accusingly at Twilight. "My love for her can't be stopped! I've given Rarity lots of presents to show her how much I care about her! I've spent as much time as possible helping her out and spending time with her! And…"

"It's making her feel uncomfortable Spike!" Twilight interjected with a yell. Spike dropped his whisk in shock. "All of those gifts, the way you won't leave her alone; it's creeping her out!"

"That's crazy Twilight! If I was making Rarity feel awkward, she would have told me! How would you even know that?"

Twilight looked down at the floor, not wanting Spike to see the guilt in her eyes.

"I asked you a question!" Spike said as he lost his patience. "How would you know that?! There's no way you could possibly know that. Unless….Unless….."

You could hear a pin drop in the kitchen as Spike started to put two and two together. "Unless…..Rarity told you that…"

Twilight finally looked up. "I'm sorry Spike, Rarity just doesn't like you in that way. She's told me that several times over the past few months."

Spike looked down at the waffle batter he was stirring up. Struggling to hold back tears, he poured the batter in the trash bin. "Why didn't s-she tell me? W-why didn't **you** tell me Twilight!?"

Twilight held up a hoof to rub her forehead. "Well I didn't want to break your heart! And I thought that your crush on Rarity was something childish you would outgrow!"

"What?!" Spike said, feeling the words from his master pierce him. "My feelings for Rarity are **not childish**!"

"But the way you tried to pursue those feeling s sure was!" Twilight countered. "Relationships need time to grow. Trying to force them on someone against their will is foolish and selfish!"

Spike growled. He knew what Twilight was saying was true, but that didn't make him feel any better. If anything, it made him feel worse, realizing how he treated the pony he loved. "But…"

"Look." Twilight said with a sigh. "I know this is hard to hear, but you will never be Rarity' special somepony…er…some _dragon._ I know that you feel angry, sad, bitter, and depressed right now. But you can't dwell in those emotions. You need to move on Spike."

Spike looked at the bowl of whipped cream. He scraped the home-made dairy topping into the trash bin. Holding back tears, Spike responded "I'll…I'll do my best."

Twilight also had to hold back tears, seeing her beloved assistant so down-trodden as he left the room. She was so concerned about how Spike was feeling that she completely ignored how Spike had dumped perfectly good waffle batter and whipped cream instead of saving it for dinner.

* * *

Starlight Glimmer looked down the hallway. She sighed slightly. Even after living in the castle for nearly two months, she still had trouble navigating through the labyrinth-esque hallways and finding the room she was looking for. In this case, she was looking for Twilight's office area, where she kept extra parchment and ink.

She used magic to open up the door in front of her, only to find a washing machine and dryer. "Ugh, why does she even need a washing-machine, she almost never wears clothes!"

Starlight shut the door and muttered. "She really needs to label these doors; they all look exactly the same."

After mistakenly opening the doors to the kitchen, restroom, and banquet hall, Starlight finally managed to find the office. "Thank goodness I found…this?"

Starlight was surprised to see that a certain purple dragon was already there, using the ink, parchment, and a quill pen to produce what appeared to be a crude comic book. Granted, accidently seeing Spike doing something wasn't a new experience for Starlight, but she had never seen Spike appear so…miserable.

His eyes were red, as if he had been sobbing uncontrollably. And his face was messy, covered in tiny chunks of diamonds and rubies. Starlight then noticed a huge bowl of precious gems, and deduced that Spike must have been scarfing them down. Her hypothesis was confirmed as she saw the dragon grab a claw-full of precious stones and stuff them in his face. After wolfing down the rare minerals, Spike noticed that Starlight entered the office area. "Oh…hi Starlight."

"Spike, what in Equestria happened to you?"

The young dragon sighed. "Well, today I received some bad news. I learned that….a certain pony doesn't love me. At least, not as much as I love her."

Starlight processed what Spike had told her. _A certain pony? I'm guessing that must be Rarity. But he doesn't want to name her directly. Oh, poor thing, he was obviously smitten with her._

"So after receiving that terrible news," Spike continued. "I locked myself up in my room and cried a bunch. Then I grabbed all these gems that I was gonna give a certain somepony and started comfort eating."

"But how did you end up here?" Starlight asked. "What's with these drawings your working on?"

"Well, I need a way to cope with my broken heart, so I'm making a fan-comic of my favorite series, Power Ponies." Spike answered. "It's gonna be about how Humdrum, the underappreciated sidekick of the Power Ponies, realizes that Radiance, who is one of the Power Ponies, will never love him the way that he loves her."

Starlight sighed a bit. "Spike, writing a comic that is a thinly-veiled parallel of your own life story isn't going to solve your problems. Plus, what happens after you finish this fan-comic? It's not like there is some form of magic communication that lets you spread your story to other ponies."

Spike responded "Well, even if it's a bad idea, how else will I deal with all this pain and heartbreak?! None of my friends understand the pain of loving someone who won't love you back. Well, except for…"

"….Except for who Spike?" Starlight asked innocently

"Rarity." Spike stated, more to himself than to Starlight. No longer able to suppress his feelings or tears, Spike started wailing.

Starlight looked at the weeping dragon with eyes of empathy and stated "I know how it feels to love someone who doesn't love you the same way."

Spike looked up into Starlight's eyes and blubbered, "Y-You do?"

Starlight sighed heavily. "Yeah, it's happened to me. Twice. With the same pony."

Spike couldn't help but ask "Well, who was it?"

Starlight sighed once again. "Sunburst."

Now it was Spike's turn to reflect on what he was told. _Wow, no wonder Starlight was so bitter about him when she first told me and Twilight about him. Wait, she said it happened twice._

"So, um, I take it the first time Sunburst didn't return your feelings was when you were kids." Spike deduced. "When did it happen again?"

Starlight looked at Spike. "Last week."

"Huh?"

"Sunburst and I have been writing letters ever since we reunited. It was great, and my old feelings for him started to reignite. I wanted to take our relationship to the next level, I wanted to see if he would like to start a long-distance relationship with me. But…."

"But what?" Spike asked.

Starlight struggled to hold back the tears welling in her eyes. "B-but last week I received a letter from Sunburst, eager to tell me about his new marefriend. He sounds super-duper happy in his new relationship and part of me is happy that my oldest friend is happy. But…but…"

Starlight's sentence was interrupted by tears and sobbing. It didn't last long though. The unicorn sighed once again. "So yeah Spike. I know what it's like to be rejected by someone you love."

Spike looked down. On top of the heartbreak he was dealing with, now he felt awful that his new friend also was going through an incredibly similar experience. "Wow…Starlight I…..I didn't know. I'm so sorry that happened to you!"

A tiny smile appeared on Starlight's face. "It's OK Spike. I might be going through a lot emotionally, but I have friends to support me. Like you, just now. And Twilight has really encouraged me. I know that eventually, when I've grown enough, I'll meet the right pony for me. And the same goes to you Spike."

Starlight pulled Spike in for a hug. "It's going to be OK."

Spike was taken back at the hug at first. But it quickly filled him with comfort and helped him realize that what Starlight was saying was true. Things were going to be just fine. After a while.

"Thanks Starlight." Spike told her as they ended their embrace.

"No problem." Starlight responded. "If you ever need to talk about what you're going through, I'm all ears."

For the first time since their conversation started, Spike smiled. This, in turn, brought a smile to Starlight's face. Which encouraged Spike even more. _Wow, Starlight's a great friend. I can't remember the last time somepony showed this much concern for me! I'm glad I was able to cheer her up and see her…her lovely smile. Almost as lovely as that mane style. It looks gorgeous….._

Time froze for Spike. Standing there, for the first time, he saw the unicorn before him in a whole new light.

"….."

"Um, Spike? Are You OK?" Starlight asked.

"…."

"…"

"…Spike?"

" **I HAVE TO GO TO THE BATHROOM!"** Spike screamed suddenly, as he ran out of the office.

"Too much information Spike!" Starlight yelled at the dragon who was already long gone.

Spike rushed into his bedroom. After locking the door, he plopped down onto his bed and sighed.

 _Why? Why did this have to happen now…._

* * *

 **So yeah, if you are one of my long time readers, you may be wondering why I haven't updated my Total Drama fics in over a year. The short answer is I couldn't do that while also attending college and working a part-time job. But now that I'm not working that part-time job I have some more time to write. I'll see if I can get a few new chapters of Total Drama Fan-Fiction Theater written before the end of August, but I want to focus my attention on this story for now.  
**

 **Speaking of this story, it actually started life in my head as a Total Drama one-shot about Cody. It would have been really depressing. I was going to write it last fall, but I never got around to it. Then, in the spring I thought about finally writing it, but as a multi-chapter story instead of a one-shot. But I couldn't find a way to expand it into an interesting ongoing story. That's when I got the idea to make it a MLP story about Spike.**

 **Any reviews, compliments, or constructive criticisms are welcome.**


	2. Chapter 2

**Chapter 2: Confusion**

* * *

Spike sighed slightly. He was at Sweet Apple Acres with his favorite hoofball jersey on, but his thoughts were far away somewhere else, thinking about his feelings for two different unicorns.

"Can you believe that Neighton Manning retired from the Equestrian Hoofball League?" Big Macintosh asked his dragon friend.

All Spike could muster up was "Nope."

Big Mac raised an eyebrow. "Is that really all ya'll gotta say about it?"

Without looking at the large stallion, Spike let out a simple "Yup."

"..Well, do you wanna trade Hoofball cards?" Big Mac asked in an attempt to get Spike excited.

"Nope."

Big Mac frowned. Every two weeks Spike and him would meet up to hang out and talk about all things related to hoofball; the players, the coaches, the trading cards, the stats, the fantasy leagues, the whole shebang. And Spike was always super excited, barely letting the large stallion get a single word in because he talked too much. But now, Spike was barely talking at all. And when he did it was unenthusiastic. Clearly, Big Mac deduced, something was occupying the young dragon's mind. Something that was making him feel depressed.

"Is something bugging you Spike?" Big Mac asked his friend with concern.

Spike sighed once again. "…Nope."

Big Mac frowned. "I know that's about as true as apples growing underground. Stop talking like me and actually tell me what's going on! How are you feeling?"

Spike faked a chuckle. "Me? Talk about my feelings? Don't be ridiculous! Real men don't talk about emotions! They talk about manly things, like hoofball!"

The large stallion sighed. "Spike, a real man doesn't run away from anything, especially his problems. A real man faces his problems head on. Now tell me what's bugging you so much."

Spike looked down. _Big Mac's right, I can't run away from my feelings. No matter how much I wish I could. Besides, Big Mac is a trust-worthy stallion. I don't have to worry about him blabbing to others about my deep, dark secrets. Not that he'd blab about anything at all…_

Spike looked back up. "Well several things are bugging me. For one, the pony who I was in love with for years turned me down, and didn't even have the decency to tell me herself!"

Big Mac nodded. "I see. That sucks."

Spike sighed. "Yup. But what's even worse, is that I can only blame myself! Everything I did to try to make her like me only drove her away! Now things are gonna be mega awkward between me and her."

Big Mac nodded. "Is that all?"

Spike sighed. "Nope. Sorry for sighing so much. Anyways, mere hours after I learned all that I told you, I started to develop feelings for another mare. Another mare I'll never be with..."

"This mare told you that?" Big Mac asked him."

Spike responded. "Well…no, she didn't say that."

"Then how do you know you'll never be with her?"

Spike threw his arms out in exasperation. "Because I'm Spike! The pushover, the eternal butt monkey! I never get my way! Things always take a turn for the worst when I'm around! I can't even interact with someone I love without creeping them out! And even if I could, why would she be interested in a loser like me?"

Big Macintosh frowned. "Loser? This coming from the dragon who wouldn't shut up about how he saved an ancient Empire from being reconquered by an powerful and evil unicorn? The dragon who saved ponies from all of Equestria from death by giant icy cloud? The dragon who managed to become Lord of all Dragons just a few weeks ago?"

"Meh." Spike said. "I was only Dragon Lord for like, thirty seconds."

"That's not the point!" Big Mac snapped. "Look, Spike. You've messed up in the past. Plenty of times in fact."

"Wow, great speech." Spike said, rolling his eyes. "Super uplifting."

"Let me finish, you smart aleck." Big Mac responded with a slight frown. "You've made mistakes, but you're young. You're gonna make plenty of mistakes. It's a part of growing up. And in spite of that, your mistakes aren't gonna define who you are as a pony…..I mean dragon. You feel like you're destined to make the same mistakes you made when pursuing Rarity, but that doesn't have to be the case!"

Spike looked up at his friend. "….Really?"

Big Mac nodded. "Ee-Yup. If you learn from your mistakes, I know you can get a marefriend. Or a dragonfriend. Or a griffonfriend; whoever you wanna be with. Just be sure to learn from your mistakes, and get advice from other ponies."

Spike let a tiny smile visit his face. _That's a really good point. I'm now the expert in what not to do when seeking a mate, so I just have to not do what I did with Rarity. Plus, seeking advice sounds like….good advice. Maybe if I asked other ponies what to do to win Rarity over, I wouldn't be in this mess. In fact…_

"So, do you have any advice for relationships?" Spike asked the large Stallion.

"Stay away from love potions." Big Mac replied instantly

Spike chuckled. "He he he! Good one!"

Big Mac responded with a slight frown. "I wasn't joking Spike. Stay away from love potions! Outside of that, I don't have advice that directly relates to romantic relationships."

"Oh…" Spike said, failing to hide his disappointment.

"But I do have some general advice for you." Big Mac continued. "Don't hide your feelings from you friends and family. Always be honest about how you feel about whom. Otherwise, you'll end up running a race in a dress and getting your sister disqualified!"

"But… I don't have a sister." Spike couldn't help but point out.

Big Mac's eyes widened. "Oh, right. Got caught up in telling you some of the crazier stuff I've done. But I wouldn't have had to go through that if I told somepony how I felt I was drifting away from Apple Bloom or how Applejack's accomplishments made me feel overshadowed."

"Oh, I see." Spike responded. "Thanks for the input!"

"No problem." The large stallion responded. After that he glanced at the sun. "Well, I've enjoyed our time together but I gotta get back to bucking those apples."

"Of course." Spike said in response. If there was one thing he knew about the Apple family, it was you do **not** want to interrupt an Apple bucking apples. "See you in a few weeks?"

Big Macintosh smiled at his reptilian friend. "Eee-Yup!"

* * *

Spike walked back to Twilight's castle with more of a spring in his step. _Big Mac is right. I can't be thinking so negatively! Things will work out._

Spike reached the stairs that led to the main doors of the castle. _As long as I get advice and learn from my mistakes, everything will be fine._

"Hello Spike."

The dragon turned around and saw Rarity right behind him. _Crap! I forgot about that meeting!_

The lovely mare smiled slightly nervously. "Are you looking forward to the Spring Fling Celebration?"

Spike chuckled nervously as he approached the door to the castle. "Yeah, it's certainly a more fun event than Winter Wrap Up, so I'm glad that all of us are in charge of it this year."

Spike started to open the door for Rarity like a true gentlecolt, but then he started thinking about what he was doing. _Wait, if I open the door for Rarity, she'll think I'm still interested in her and think I'm still chasing after her! I can't let that happen!_

Spike slammed the door, leaving the fashionista shut out. Shortly after that, a blue magical aura surrounded the door, opening to reveal a disappointed Rarity.

"Thank you for slamming the door in my face _Spike_." Rarity hissed, walking past the young dragon.

Spiked facepalmed. _I don't think things will work out at all._

Spike entered the throne room and saw the rest of the Mane six, plus Starlight, planning for the Spring Fling. Although not as important as the Summer Sun Celebration, the Spring Fling was still a big event for Ponyville. It started off as a holiday immediately after Winter Wrap Up, intended to give ponies rest after all the hard work. However, thanks to Twilight's organization skills, the last few Wrap Ups finished early, leaving Spring Fling as a random celebration several weeks later.

"Sugar Cube Corner can cater the event!" Pinkie Pie declared. "I talked to the Cakes about it, and they'd be happy to be the primary caterers!"

Twilight frowned ever so slightly. "Is that a good idea? Mayor Mare is trying to get Ponyville to eat healthier, so having that many sweets at a public event might not be a good idea. We can get _some_ cakes, but let's also get some healthier food options."

Applejack nodded. "Sounds like a plan. I'd be willing to bring some apple dishes. Just as sweet as anything at Sugar Cube Corner, but better for ya!"

Twilight nodded. "That sounds good."

Spike sat down at his throne. "So looks like we've got the food taken care of. What are the plans for performers? You can't have the Spring Fling without live music!"

Rarity smiled. "I'm so glad you brought that up Spike, I was just talking with my dear friend Octavia, who would be more than willing to provide her musical virtuosity to this festival."

Pinkie frowned. "Octavia? Please! We want music that you can dance to, not boring classical stuff on a giant violin!"

Rarity responded with sounds that are really hard to replicate in text format "Oh, pfft-kuu-teet! It's called a _Cello_ Miss Pie."*

 _I love it when she does that beat box thing_ Spike thought to himself. _It's so adorab-NO! I can't fawn over Rarity! It'll just make it harder to move on. You'll never be with her Spike, so stop loving her._

"That's not the point." Pinkie said, in response to Rarity's correction. "We need music with a sick beat. Music that everyone in town can enjoy; not just the classical music snobs."

Rarity narrowed her eyes ever so slightly. "I may prefer the beautiful sounds of classical music over the soulless dreck that passes for music nowadays, but that doesn't make me a snob! Also, Octavia mentioned that she would like to perform with her dear friend, Miss Scratch."

"Wait, as in Vinyl Scratch?" Pinkie asked. "The one and only DJ Pon-3? Well then that actually sounds like a great choice for the festival!"

"Yeah!" Applejack agreed. "That DJ-Pon-3 makes music catchier than a fishing pole taped to a butterfly net!"

"Hmph!" Rarity said, flicking her mane out of her eyes with her hoof.

 _Wow,_ Spike couldn't help thinking. _Rarity's mane is still a sight to behold. And there's something graceful about the way she flicks… NO! Not gonna think about how ridiculously beautiful Rarity is!_

In an attempt to stop thinking about Rarity, Spike asked. "What about games and other activities? Do we have set plans for that?"

Pinkie Pie shook her head. "Not yet. However…."

The pink party pony pulled out parchment from seemingly nowhere. "….I've got tons of great party game suggestions."

Starlight was shocked at this. "Wait a minute!? How did…when did….how did you do that? "

"You'll get used to it darling." Rarity responded. "It's honestly more surprising when Pinkie _isn't_ breaking the laws of physics."

Everyone in the room laughed at Rarity's joke. Including Spike.

 _Hahaha! Rarity is so funny. And cleaver. And creative. And lovely….AUGH! Dang it Spike! Stop thinking about how amazing she is! Gotta start thinking about something else!_

Spike scanned the room for something to take his mind off of Rarity. Eventually he noticed Starlight chatting with Fluttershy. _Ahh, you're not Rarity. You might be even better. You genuinely care about me. And you look awesome with that mane-cut, that first one didn't look nearly as good. Your smile is still stunning as well and…wait, why aren't you smiling now? And why are you looking right at me?_

Spike blinked before violently turning his head to his left, to avoid eye contact with Starlight. _Crap! She caught me staring at her like a little creep! You're gonna drive her away like you did with Rarity!_

Spike then realized that he was staring at Rarity, this time by accident. _Nope not gonna look at you, and be reminded of my misery. Gotta find something else to focus on, like Starlight's adorable laughter-NO! I can't obsess over you either, even though I want to so bad!_

"WHY MUST THE BOTH OF YOU BE SO AMAZING?!"

The next thing Spike observed was everypony in the room staring at him suddenly. Spike's eyes widened. _Please tell me I didn't say that last part out loud._

Twilight looked at the young dragon with concern. "Are you all right Spike?"

"Ummm, who is so amazing" Fluttershy asked?

"NACHOS! Yeah Nachos!" Spike interjected abruptly. "I'm super famished and I bet all of you want a snack so I'm gonna make tons of nachos!"

Spike zipped out of the throne room at a speed that even Rainbow Dash might have trouble keeping up with. Well, on a bad day for her.

"Umm, that didn't answer my question." Fluttershy said in response to the dragon who was already long gone.

Starlight got out of her seat. "I think something's wrong with Spike. I'll go check up on him."

* * *

The pink unicorn left the throne room. She attempted to find the kitchen, and eventually succeeded.

"Ugh, I'm gonna start labeling the rooms in this castle if this keeps up." Starlight said as she opened the door. Immediately she saw Spike grab a large bag containing small tan squares. "Spike, what are you doing?"

Spike turned to Starlight. "Oh, hi Starlight! I couldn't find any corn chips in the pantry, so I'm gonna make nachos with pita chips instead. A bit weird, I know, but you gotta work with what you have."

Starlight frowned ever so slightly. "No, I mean, why did you run all the way here? It's obvious that something is bugging you, but instead of talking about it, you're running away. Both figuratively and literally."

Spike sighed. He remembered what Big Mac had told him about not running away from his problems.

"Talk to me. Does it have to do with Rarity?" Starlight asked.

Spike put down the bag of pita chips. "Yeah. It's not working out! The giving up on Rarity thing. I mean, when she's gone I can almost be OK with me and her not being together, but when I have to be in the same room as her?"

Spike sighed once again. "Sorry for sighing so much, but how can I move on and stop loving her when she's so amazing?"

Starlight processed what Spike told her for a bit. A few seconds later, she responded. "Spike, there's a difference between moving on and not loving her. You can move on, and accept that Rarity will never return your feeling, but you _can't_ stop loving her."

Spike tilted his head slightly. "Huh?"

Starlight sighed. "Back when I was in charge of that village, I tried to suppress the romantic feelings of the villagers. I was in charge of arranging marriages, but that would cause problems when the villagers liked somepony other than the one I picked for them."

Spike was a bit surprised. "You…tried to _suppress_ romance?"

The former cult leader nodded. "I tried everything. From isolating ponies for weeks at a time to full on magical toture. No matter what I did, I couldn't stop anypony from having romantic feelings for somepony else. Eventually, the other villagers complained about how only I could choose who got married, and so I stopped doing that so that the villagers wouldn't turn on me."

Spike look slightly unnerved. Starlight sighed. "Yeah, I know, it disturbs me how evil I used to be. But my point is Spike, you can't stop your heart from feeling in love with Rarity. But you can also recognize in your heart that if you love Rarity, you'll let her go and just be friends with her."

Spike looked down and thought about Starlight's advice. "Can I really do that? I've loved Rarity so much, what if I love the pony I end up with less?"

Starlight smiled and patted Spike on the head. "Don't think like that. I know that one day you'll be mature enough to have a girlfriend. Spike, you're caring, hard-working, and a great friend. I know you'll treat your special somepony right, and they'll be lucky to have you as a stallion-friend. Er… _dragon_ -friend."

Spike hugged Starlight. "Thank you."

 _I hope you're right Starlight._

* * *

 _*_ This is supposed to be one of Rarity's little vocal quirks in text form. Look up Rarity Beat-box on Youtube if you don't understand what sounds Rarity makes.

This chapter ended up being tons of fun to write, but also more challenging. The conversation between Spike and Big Mac was actually easy to write, but I really had to push myself to write the rest of it. Like how it turned out, but be sure to leave a review if you have constructive criticism.


	3. Chapter 3

**Chapter 3: Assistance**

* * *

Spike stepped into Sugarcube Corner. Twilight had asked him to place the order for the food they needed for the festival. He walked up to the counter, where Mr. Cake was putting cherries on top of cupcakes.

Luckily, Mr. Cake only had two more to put on. After that he said, "And there we go! They're good to go sweetie!"

Mrs. Cake placed the cupcakes in a box. "Thanks for taking care of this order honey. I would've done it myself, but I already had three other orders to work on."

Mr. Cake smiled. "No problem, sweetie!" The skinny stallion gave his wife a peck on the cheek.

 _Awww._ Spike thought to himself. _They're such a sweet couple. Mr. Cake is clearly a great husband. Hmmmm…._

Mrs. Cake left the bakery to deliver the box of cupcakes, leaving only Spike and Mr. Cake at Sugarcube Corner. "Hi Spike," the skinny stallion stated, "What can I getcha?"

Spike handed Mr. Cake a sheet of paper. "I'm here to place an order for catering for the Spring Fling Festival."

Mr. Cake started reading the order as he said. "Ah yes. Pinkie told Cup Cake and I that Princess Twilight and friends would be in charge of the festival this year. Do you need anything else? I just whipped up a batch of peanut butter chocolate chip cookies!"

Spike shook his head. "No thanks. I'm good. Although, I do need something else…."

"Oh, what do you need?"

"I need to know more about you and Mrs. Cake."

Mr. Cake blinked. "Uh… what?"

Spike sighed. "There's this pony I like, and I'm thinking about asking her out. But…..I don't have a great track record with the ladies. So I'm trying to get advice on how to properly pursue a relationship, and I figured that since you have such a great relationship with your wife that…you know….you could help me out."

Mr. Cake chuckled. "Ahh, to be young again. Very well Spike. I met Mrs. Cake….over sixteen years ago, when we were still in High School. Of course, back then she was known as Cup O'Flour. She was very sweet and very easy on the eyes, so I took notice of her right away."

"So you knew right away that you two were soulmates?" Spike asked.

Mr. Cake shook his head. "I wouldn't go that far. I certainly knew that I liked her. A lot. But I had been in enough messy relationships prior to know that things wouldn't work out automatically just because I liked her. So, to see if we were a good match, I took her out on a practice date."

"A what?"

"That's where you take somepony out on a date without telling them it's a date."

Spike blinked in confusion. "How do you do that?"

"Well, in my case I just asked her if she wanted to hang out and grab a milkshake or something. She agreed and we grabbed some grub at that old retro-style diner. I think it closed down a few years back. Anyway, while we ate we got to know each other, talked about our interests and ambitions; that kind of stuff."

The young dragon tilted his head slightly. "Huh. So you asked her on a date?"

The skinny stallion chuckled. "Well, yes and no. We did go out on a date, but I didn't call it a date. I just asked Cup if she wanted to hang out, maybe get some food. That way, there would be less pressure on the both of us, and it would be more causal, more natural. Anyways, during our conversation, I discovered how much we had in common. I told her about my dream to one day own a bakery and _she_ told me how she wanted a career that would let her work with food. We also shared a favorite band, The Sandy Horseshoes."

"…The sandy what now?"

"Their music sounded kind of…. ska-punk meets post-grunge band, with some hip-hop influence." Mr. Cake explained. "They were before your time. Anyways, after that conversation, I knew that Cup was the mare for me, so a week later I asked her to be my date to the school dance. And we've been together ever since."

Spike smiled. "Wow, that really worked out for you, didn't it?"

Mr. Cake smiled. "Yeah. So if I were you, I'd ask out this mare you like on a practice date. Ask her if she wants to chat over coffee or grab some burritos and hang out."

"That sounds like a good idea. Thanks Mr. Cake!"

The skinny stallion responded. "No problem, hope things go well with you!"

Mr. Cake then took a look at the clock. "I'd like to talk more, but I've got more baking to do. Be sure to let me know how your practice date goes."

Spike waved goodbye to the baker and left Sugarcube corner.

* * *

Twilight sighed in relaxation, grabbing a book off the shelf in her library.

"Finally, I get a chance to sit back, sip some tea and read the latest volume of Daring Do."

Unfortunately, right after the Princess of Friendship said that, Starlight opened the doors to the library. "Hey Twilight, can I talk to you about something?"

Twilight shut the book she picked up. It looked like reading about Daring Do's latest adventure would have to wait. "Sure thing Starlight, what's the matter?"

Starlight looked slightly to the right. "I'm concerned about Spike. He's been feeling pretty glum recently."

Twilight nodded. "Indeed. Ever since Spike found out about Rarity he's definitely been more….of a downer."

The pink unicorn nodded in agreement. "And on top of that, Spike's been acting…weird around me recently."

One of Twilight's eyebrows raised slightly. "What do you mean?"

Starlight sighed. "Well, you see…."

* * *

Earlier that morning Starlight was going through the castle, labeling the rooms by posting sticky notes over the doors. Granted, it would probably take her a week to do the entire castle, but in the long run it would prevent Starlight from getting lost.

She opened a door and saw an oven. "Here's the kitchen." She then used a quill to write **kitchen** on a sticky note and stuck it over the doorway.

Starlight trotted over to the next door and opened it to reveal Spike, in a bath-towel, attempting to comb his head-crest. The young dragon's eyes traveled slightly to the right and noticed the pink unicorn looking at him.

"AUGH! DON'T LOOK AT ME!" Spike yelled, covering his body with his arms.

Starlight quickly complied with his request, covering her eyes as she shut the door.

* * *

Twilight blinked. "So Spike was shocked and slightly embarrassed because you saw him in a towel?"

"But that's not the weird part." Starlight explained. "I've seen Spike in a towel before; last time it happened though, he didn't care at all. Now, it seems like he doesn't want me seeing him half-naked."

Twilight blinked. "But you see Spike naked all the time."

"I know", the pink unicorn responded, "That's why I said he's acting weird."

The Princess of Friendship sighed. "Clearly, he's taken Rarity's rejection far worse than I thought he would. And I was aware it was gonna be rough for him! If only there was a way we could help him move on…"

Starlight put her thinking cap on. "Hmmm…well, Spike did tell me he could almost deal with being rejected when he wasn't around Rarity. Maybe he needs some time away from Ponyville."

Twilight gasped. "Starlight! That's it!"

"What's it?"

"I'm leaving for Canterlot tomorrow! I was originally planning on going there just to hang out with Moondancer, but I can bring Spike along, and he can get some time away from home. A chance to have fun in his hometown and clear his head!"

Starlight smiled. "That is a good idea!"

Twilight then got another idea. "Say Starlight, would you like to come along with us? I mean, if you don't want to, you don't have to but..."

"I'd love to come." The pink unicorn responded.

"I'm grateful you brought up this problem." Twilight told her student. "And I'm glad we were able to come up with a potential solution. But now…I'd like to be able to read in peace."

"Oh! Of course!" Starlight responded "I'll leave you to your Daring Dude book."

"Her name is Daring _Do_." Twilight corrected.

Starlight chuckled as she left the library. "Sorry, not familiar with popular novels."

Twilight sipped her tea as she opened her copy of _Daring Do and the Strange Rubber Chicken McGuffin._ "Hmm….Wait, is Daring Do teaming up with who I think she's teaming up with?"

* * *

In this story, the Cakes are around 33-34 years old, which means they met when they were 16-17 years old. I wanted to come up with a Pony pun based on an actual band from the 90's, but I couldn't come up with one at all unfortunately.

Sorry if this chapter seemed short, but chapter four is going to be a lot longer, so hopefully that will make up for it.

As always, please review and give me constructive criticism if you have any.


	4. Chapter 4

So before the chapter itself, I'd like to respond to my reviewers:

 **bluecatcinema:** I'm glad you're enjoying the story so far. I enjoyed writing the role reversal of Big Mac and Spike in chapter two, so I'm glad you enjoyed reading it.

 **Arthur101SueEllen:** I'm grateful that you find my story cute. Right now I don't think I will be writing chapters that are 5000 words long, but perhaps the later chapters will be that long. I too want to see Starlight and Spike kiss, but it's a bit too early for that right now. To answer your question, Ember won't be in this story at all. I was planning on having a subplot with Sunburst at one point, but right now I don't have plans for him to directly appear in this fic. And Trixie? Read this chapter to find out. ;)

 **Guest:** I'm working to improve chapter length. Starting from this chapter, I'm planning to write at least 2000 words for each chapter.

 **Langas:** I'm glad that you're enjoying my story so far. Rarity won't be acting jealous in this story. But that does perhaps give me the seed of an idea for another story...

Now on to the next chapter!

 **Chapter 4: Reunion  
**

* * *

Spike looked out the window of the train. Looking at the landscapes passing by, he wanted to be alone in his thoughts.

Too bad the Princess of Friendship wouldn't let him. "Isn't this trip to Canterlot going to be fun Spike?"

The young dragon turned his head to face the pony sitting next to him. "Yeah, I'm sure it will be, but I wish you told me I was going on this trip sooner. I mean, I knew that _you_ were planning to go to Canterlot for a week or two, but why not tell me that I was going too until the day before?"

Twilight looked a tad nervous. _If I tell Spike I'm bringing him here to get him away from Rarity, he's just going to think about her more. And probably be a bit mad at me. What do I tell him?"_

"Umm..Umm…the reason is…." The purple alicorn stammered out. "….the reason is….I've been unorganized! I've been so busy with the Spring Fling that I forgot to tell you that you were coming with me to Canterlot."

Spike raised an eyebrow. _Twilight Sparkle unorganized? I'd sooner believe Pinkie Pie retiring from throwing parties._

Twilight could tell that her assistant was skeptical. "I'm sorry I didn't give you more notice Spike, but I'm certain all three of us are going to have a great time! Right Starlight?"

The pink unicorn sitting across from Twilight nodded and smiled. "Yeah!"

This made Spike smile too. _Well if there's one good thing about this sudden forced trip to Canterlot, it's that I'll get to spend more time with her._

The train started to slow down, before coming to a complete stop. Twilight, Spike, and Starlight all got off the train. Waiting at the train station was a unicorn wearing glasses and a black sweater.

The purple alicorn smiled widely. "Moondancer! It's so nice to see you!"

Twilight gave her friend a hug. Moondancer smiled. "It's great to see you too. I recently obtained some history books on Meadowbrook and his influence on Eastern magic."

Twilight had to fight not to squee. "No way! That sounds like quite the read! Spike, doesn't that sound exciting."

"Oh yeah, reading books. Sounds fun." Spike responded in a deadpan tone.

The Princess of Friendship stopped smiling. _Shoot. Reading about history is fun for me, but boring for Spike. I need to give him something else to do._

Twilight gave Spike a bag of bits. "Why don't you go grab something at Donut Joe's Spike?"

Spike looked at the bag of bits. _Hmmm, this could be the chance to take a page out of Mr. Cake's book and try a practice date._

The young dragon turned to Starlight. "Would you like to get some donuts aStarlight?"

"That sounds fun Spike."

Spike smiled widely. "Then follow me. Joe's Donut Shop is this way."

Spike and Starlight started heading to the Donut Shop, leaving Twilight alone with her old friend.

"So…" Twilight asked after a short and somewhat awkward silence. "Where should we read?"

"How about your old apartment?" Moondancer suggested. "I still have the key to it. It's where I do most of my recreational reading."

"Sounds good!" The purple Alicorn responded.

* * *

Pony Joe was bored. The mid-afternoon was usually the slowest time for his donut shop. The only pony to be found in his shop was a cheerful pink pony with a sun-shaped mane. But she already ordered her donuts. He sat behind the counter waiting for somepony to come in and order something.

Luckily, Joe was not bored for long. A familiar face and a new customer walked through the doors of his establishment, ringing a bell. "Pony Joe, it's been a while." Spike said walking up to the counter.

"Spike!" Joe greeted. "How've you been? Whose this lovely young mare with you?"

Starlight blushed slightly. "I'm Starlight Glimmer, Twilight Sparkle's pupil."

Joe lightly chuckled. "Ah yes. Princess Twilight. Feels like only yesterday when she was still Celestia's top student, and now she's got a student herself. Speaking of growing up, you've gotten bigger since I last saw you Spike, how old are you now?"

"I'll be turning fourteen in two weeks." Spike answered.

"Ah, so you got a birthday coming up? Here, let me get you a complimentary birthday donut!" Joe said as he grabbed a donut with pink frosting, rainbow sprinkles, and an edible candle.

"Joe, I can't accept a free donut! My birthday still hasn't happened yet!"

Joe handed Spike the donut. "Nonsense. This is my business, and if I want to give an old friend a free donut two weeks prior to his actual birthday, I will."

Spike looked at the donut. It _did_ look delicious. Even so, the young dragon put two bits on the counter. "It wouldn't feel right for me to not pay for this."

Starlight smiled. _He really does have a lot of integrity._

Joe shrugged and put the bits in the cash register. "If you insist, Spike. Now what can I get for you Ms. Glimmer?"

Starlight looked at the menu displayed above Joe's head. She frowned ever so slightly. "Hmmm….I don't know. I've never had donuts before."

The young dragon gasped and turned to face Starlight. "WHAT!? YOU'VE NEVER HAD DONUTS?"

Joe laughed at Spike's overreaction. "Calm down! So she's never had a deep fried pastry. It's not like she's done anything evil."

The pink unicorn sighed softly. "Spike, why don't you order a donut for me?"

Spike turned back to Joe. "Joe, can we get the half-dozen sampler?"

Joe grabbed six different types of donuts and put them in a bag. "Sure thing. That'll be six bits please."

Starlight pulled out her wallet, but before she could grab any money, the young dragon handed over six coins to Pony Joe and grabbed the bag full of donuts. "Thanks for paying Spike."

Spike sat down at a nearby table in the bakery. "No problem. Say, where did you pull that wallet out of?"

Starlight joined the young dragon at the table. "Oh, Pinkie calls it hammer space. It's quite useful for storing things."

Spike wanted to ask more about this hammer space, but considering it was Pinkie, he knew that he wouldn't get a true answer out of it. So he decided to change the subject to something else he wanted to know. "So why have you never had donuts before?"

The pink unicorn directed her eyes downward. "Well, the town I grew up in didn't have a bakery that made donuts. And when I started controlling that village, I made sure our diet only contained bland foods. Nothing sweet, nothing spicy, nothing succulent, nothing interesting to the palate. If we did have foods that ponies could be passionate about, there could be disagreement s about what to eat and disorder would enter my town."

Starlight sighed once again. "I really was overly paranoid back then. And completely evil….."

Spike didn't like seeing the pink unicorn before him so upset. "Hey, don't worry about that. You're doing good stuff now!"

"Yeah, but…do I deserve it?"

"What are you talking about Starlight?"

Starlight struggled to hold back tears. "I've been blessed with new great friendships, with an amazing mentor who save our land from destruction countless times and her loyal assistant who has saved the Crystal Empire twice. But why? All I've ever done is manipulate ponies and try to ruin friendships! I….I….I don't deserve friends like you Spike! You, Twilight, the others have always saved the day, while all I've ever done is destroy it!"

The pink unicorn started weeping softly. The young dragon struggled to come up with words that would comfort the one he cared so much for.

Eventually, Spike looked Starlight right in the eyes and said. "You haven't just done wicked stuff. Why, if it wasn't for you rekindling your friendship with Starburst, then the Crystal Empire would've been wiped out! And you've been helping me out so much in my time of need Starlight! You've saved my day a few times now."

Starlight stopped crying and opened her mouth to say something, but Spike kept on going. "Plus I don't always save the day, and neither does Twilight or the rest of the gang. We've made colossal mistakes in the past too Starlight. You're in good company."

This statement intrigued Starlight. "For all the bad stuff you did," Spike continued, "at least you never got so greedy that you started stealing items throughout Ponyville and then went on a rampage destroying the town!"

This shocked the pink unicorn. "You?! You destroyed Ponyville?"

Spike sighed slightly. "Yeah. Sorry for sighing so much."

"No need to apologize so much Spike."

"Thanks. Anyway, I went crazy with greed, which triggered a premature dragon growth spurt. If it wasn't for Rarity I'd probably still be a giant monster. "

Starlight looked at the young dragon. He was so nice, how could he have caused that much destruction?

"I may have destroyed Ponyville, but I didn't let that stop me from trying to do the right thing. If I did, I never would've saved the Crystal Empire."

Spike then picked up his donut and started eating it as he talked. "And I haven't even told you about what others have done. Ask Twilight about the time she went off her rocker and caused a riot in Ponyville. But those events are in the past. They are behind us. It's like a good friend told me recently: you don't have to be defined by your past mistakes. So stop thinking of yourself as a life-ruiner! Starlight, you're kind, supportive, talented and beautiful and don't you forget it!"

The pink unicorn pulled Spike in for a hug. Now shedding tears of joy, she said "Thank you Spike. I needed to hear that."

The young dragon blushed. He was concerned about making a spectacle in public, but luckily by this time, Pony Joe was the only other pony in the shop. At least, until a blue unicorn busted through the door theatrically.

"THE GREAT! AND POWERFUL! TU-R-R-R-R-R-RIXIE! NEEDS SOME PEANUT BUTTER CHOCOLATE DONUTS!"

The magician then noticed her best friend was hugging a dragon. "Starlight?"

The pink unicorn stopped hugging Spike, to his disappointment. "Trixie!"

Starlight got up from her seat and gave her friend a hug. "What are you doing here?"

Trixie smirked. "Well I was continuing 'The Feeling Great and Newly-Befriended Trixie's Magnificent and Celebratory Tour of Equestria' here in Canterlot."

"Still quite the mouthful." Starlight commented.

"Well, it's a working title." Trixie responded.

"But if you're doing the show already, then by definition it's _not_ a working title, it's the actual title." Pony Joe pointed out.

Trixie raised an eyebrow as she looked at the cashier and founder of the establishment she stepped into. "I believe Trixie ordered some peanut butter chocolate donuts."

Joe switched back to shop-running mode. "How many peanut butter chocolate donuts?"

"Trixie would like half a baker's dozen."

" Six and a half donuts coming right up."

Joe left his spot behind the cash register to grab the peanut butter chocolate donuts in the back of the shop.

Trixie rolled her eyes. "As I was saying before I was so rudely interrupted, I performed here in Canterlot yesterday, and my next show in Fillydelphia isn't until next week, so I'm checking out the city for the next few days. I'm sorry for interrupting your date."

"Wait, what?" Starlight asked.

Trixie continued speaking. "I didn't expect to see you in an inter-species relationship, but don't worry. I'm not a judgmental pony."

"Inter-species relationship? Spike and I are just friends!" Starlight responded.

 _Well, it looks like I fell for another pony who will never love me back._ Spike thought to himself.

 _Starlight didn't say that._ Another part of Spike's mind shot back. _She just told Trixie that we're just friends because right now we are only friends. But that doesn't automatically mean that she'll never be interested in a more romantic relationship._

Trixie chuckled. "My bad. So what are _you_ doing here in Canterlot?"

"Well Twilight is visiting an old friend here and brought Spike here along with her. I decided to tag along." Starlight explained.

Pony Joe returned with a bag full of the chocolate-frosted and peanut butter flavored pastries that Trixie ordered. The stage magician gave Joe six bits and joined Spike at the table. Starlight quickly sat back down to rejoin her friends.

Starlight finally grabbed one of the donuts that Spike ordered for her. Biting into a cookies and cream donut, the pinkie unicorn smiled at the rich and creamy flavor as it greeted her palate. "This is really good Spike!"

"That's Joe for you." Spike said. "There are tons of places to get food here in Canterlot, but when it comes to sheer deliciousness you can't top these donuts."

"That's right." Starlight responded, "You grew up in this city Spike, you would know a lot about it."

Trixie was munching on a peanut butter chocolate donut when this statement caught her attention. "Oh, you grew up here little dragon? Could you give Trixie and her number one assistant a tour?"

Spike blinked. "As in all three of us?"

"That's what Trixie said." The magician responded bluntly.

The young dragon looked slightly nervous. "Well….ummm….you see….."

"Do you have a problem with Trixie?" Trixie asked.

"Oh no!" Spike yelled out instantly. "Oh no, no, no, no, no! No problem! No problem whatsoever! Not at all!"

Trixie raised her eyebrow. She almost asked Spike why he was so nervous, but ultimately decided to continue eating her donut insead.

"That does sound like fun!" Starlight said. "The last few times I was in Canterlot I was too busy to really see the sights."

"Busy doing what?" Trixie asked.

"Uhhhh…plotting revenge against Twilight." Starlight responded.

Trixie smirked. "Ah, been there, done that."

The two unicorns both laughed. Spike was happy to see Starlight being able to laugh at her past villainy.

* * *

Eventually, the trio finished eating their donuts. Spike bid Pony Joe farewell and led the two unicorns on an informal tour of Canterlot.

"And over here is the store where I always bought parchment, quills, and ink so that I could write letters for Twilight." Spike said, pointing to a store to his left.

"How long did you live in Canterlot?" Starlight asked her unofficial tour guide.

Spike stopped and thought for a minute, doing the math on the tips of his claws. "Well, I was born here. I lived in Canterlot with Twilight for eleven years, before moving to Ponyville."

"So you spent the majority of your life in this city."

"Well yeah." Spike responded. "But most of my true accomplishments were only achieved in the last three years or so. Anyways…"

Spike stopped to think. _Even with Trixie here, I want to continue this practice date_ _with Starlight._ "….So enough about me. Starlight, out of all the donuts you sampled, which was your favorite?"

"Well from that batch you bought me, I liked the strawberry one." Starlight responded. "But the best donut I sampled today was one of Trixie's peanut butter chocolate ones."

"You're lucky we're friends." The blue unicorn told her friend. "I normally don't share food."

"Well, you _did_ have six and a half donuts." Trixie's friend responded. "Why order that many donuts?"

"Because I'm watching my diet." Trixie answered. "Seven donuts would've have made me too chunky."

Starlight giggled at her friends response. Spike sighed for the billionth time in the past three days. _I thought this would be a great chance to bond with Starlight, but instead I get to watch her friendship with somepony else. I mean, it's great to see her so happy, but I wanted to interact with…_

Spike's thoughts were interrupted by Trixie shouting "UGH!" and stopping in place.

"Trixie, what's wrong?" Starlight asked her friend.

"It appears my cape got snagged on a bench out here." Trixie responded as she attempted to yank her cape away from the bench it got stuck to.

A ripping sound was heard. It took Trixie a little bit of time to fully process what had just happened. But when she realized what she had just did, she wasn't happy at all.

"MY CAPE! I JUST RIPPED MY GREAT AND POWERFUL CAPE!"

Starlight turned to Spike. "Spike! Do you know where we can get Trixie's cape fixed?"

"I don't." Spike responded. "I never needed clothes, so I know nothing about tailors in Canterlot."

"Somebody hurry!" Trixie yelled. "My cape has one foot in grave!"

Spike nearly rolled his eyes.

"Wait a minute!" Starlight said. "I remember the last time I was here, I passed by a place called 'Canterlot Boutique.' Maybe if we go there, they could fix your cape Trixie."

"Then we haven't a moment to spare!" Trixie stated with expected theatricality. "Where is this Boutique?"

Starlight frowned. "I'm not sure. We'll have to ask for directions."

Trixie noticed a white unicorn in a fine suit walking down the street. She ran right and front of him and yelled. "Trixie needs directions to the Canterlot Boutique!"

Fancy Pants adjusted his monocle. "The Canterlot Boutique, eh? Yes, my wife likes to shop there. If you take a right and then a left you'll find it four blocks down."

Trixie started galloping away. "Thank you sir!"

The young dragon and the pink unicorn started running too. "Hey!" Spike yelled. "Wait for us!"

Eventually the trio made it to the Boutique. Spike scratched his head. _Canterlot Boutique? It sounds familiar, but why?_

Trixie, Starlight, and Spike walked in to find a certain white unicorn talking to a taller blue unicorn.

Rarity finished her conversation with Sassy Saddles and noticed the trio before her. "Spike? Starlight?"

* * *

Wow, this was by far the hardest chapter for me to write so far. Normally when I write a chapter I have a plot summary and several conversations between characters already planned out. But here I only had the plot summary. That's why this chapter took extra time to write. Nevertheless, this is easily my favorite chapter so far, so hopefully you'll enjoy too.


	5. Chapter 5

Sorry that I took so long to finish this chapter guys! Let's get right to it!

 **Chapter 5: Feelings**

* * *

"What a pleasant surprise." Rarity stated. "What brings you to Canterlot?"

Starlight chuckled nervously. "Well, Twilight came here to visit an old friend, so Spike and I tagged along. We've been seeing the sights, and in the process I ran into _my_ friend, Trixie. Speaking of her, she ripped her cape! Could you fix it?"

Rarity trotted over to Trixie. "May I see the cape?"

Trixie nodded. Rarity used her magic to levitate the purple garment in front of her. She carefully examined the rip.

Spike crossed his arms. _Figures. I try to take Starlight out on a practice date and I get stuck with a third wheel and then have to see Rarity. Why is it so hard to contain my feelings around you? Wait a minute…_

"Oh, this won't be hard at all." Rarity said. "Just wait here, I'll be back with a fully restored cape."

"Thank you, thank you, thank you!" Trixie said, grateful to know her beloved cape would be OK.

Rarity started trotting to her work area, where a sewing machine awaited. Spike started following her. "Hey, Rarity? Could I talk with you about something? In private?"

The fashionista stopped in her tracks. "Oh? Umm…sure thing Spike."

Starlight looked concerned. "Let me borrow him quick." She said, as she dragged Spike to a dressing room for privacy. Trixie grinned.

Once inside, Starlight asked. "Spike, what are you doing?"

Spike smirked with confidence. "I'm facing my problems head on."

"…What?"

Spike sighed. "I still feel awkward around Rarity, especially since she doesn't know that I know she doesn't love me. I _have_ to tell her how I feel."

The pink unicorn didn't look convinced. "I don't know if this is a good idea."

"I don't know either," Spike responded, "but this is something I need to get off my chest."

The young dragon exited the dressing room and followed Rarity to her sewing area. Starlight rejoined her friend and sighed.

"Are you all right?" Trixie asked.

"I'm fine." Starlight responded. "It's Spike I'm worried about. The whole reason Twilight brought him to Canterlot was so he could avoid Rarity and maybe feel less…..gloomy. "

"….Do you like him?"

Starlight turned to her friend and said "I already told you, we aren't a couple!"

"That's not what I'm asking." Trixie responded. "I'm simply asking if you like Spike."

The pink unicorn thought about her question. _Well he is a great friend. Still, that type of relationship would never happen between us._

Starlight eventually answered Trixie with "He's just a good friend."

The magician raised an eyebrow slightly before smiling. "That's a shame, because I think he likes _you._ "

"Huh?"

"Well, as hard as he tries to hide it, Spike obviously is annoyed at me, and I think it's because he wanted to spend time with _you._ Without anypony else around."

"You're reading into things too much." Starlight insisted. "There's no way Spike would be interested in me in _that_ way."

Trixie frowned slightly, before smirking. "Too bad, considering he is kinda cute for a dragon."

Awkward silence ensued. At least until it was broken by Sassy Saddles causally asking "How's the weather today?"

Starlight nearly jumped. "Almost forgot you were in the room….. uh…."

"I haven't introduced myself have I?" Sassy realized. "I'm Sassy Saddles, manager of this boutique."

Rarity started sewing up Trixie's cape. "So darling, what did you wish to talk about?"

Spike briefly looked down to the floor, trying to gather up as much courage as possible. He shut his eyes and said "Rarity, I….I love you."

This caused the fashionista to abruptly stop sewing. "Spike….I….I…"

"Let me finish." Spike interrupted. "Rarity, I love you, but I know you will never love me back. At least, not in the same way."

Rarity's eyes widened. "Huh!? How?! How did you know that?"

"Twilight told me." Spike explained.

The white unicorn sighed. "Spike, dear…I…I know I should've told you…"

"Don't worry about that." Spike responded. "I don't want to make you feel guility. I want to apologize."

"Apologize to me?"

"Yes, you!" Spike responded. "Twilight told me how all that attention I was giving you was making you feel! I'm sorry that I came on too strong! Why didn't you tell me?"

Rarity sighed. "Spike…you're my friend. I may not be interested in a romantic relationship with you, but I do care about you. I didn't want to hurt you."

"Well, you did." Spike responded. "You hurt me more by _not_ telling me. It made me feel like perhaps you didn't trust me. It would've hurt a lot less if you had told me yourself instead of finding out from Twilight."

The fashionista looked guilty. "I'm sorry for not being open with you Spike. You've always been so honest with me….I should've been more honest with you."

Spike let a tiny smile appear on his face. "I forgive you Rarity. Can we still be friends?"

"Why of course darling!" Rarity responded. "I know our relationship didn't turn out the way you wanted, but you will always be a close friend Spike."

Rarity then pulled Spike in for a platonic hug. The young dragon smiled; he no longer carried the burden of guilt, or doubts about his friendship with Rarity.

Five minutes passed and Rarity was done patching up Trixie's cape. The white unicorn and the young dragon went back to the store area of the Boutique to find Starlight and Sassy in the middle of a conversation. Trixie was browsing through some dresses.

"Pleats and pin-cushions Starlight!" The manager of the store exclaimed. "You like Oolong tea as well?"

"Yeah, it's my favorite beverage!" Starlight responded. "I don't get to drink it that often though, since it's hard to find in Equestria."

"Oh, I know exactly what you mean." Said Sassy. She then noticed that Rarity and Spike were back. "Oh, Miss Lulamoon, I believe Rarity is done repairing your cape."

Trixie stopped examining the dresses on display and galloped towards the white unicorn. "Oh, thank you, thank you, thank you! Trixie is so relieved!"

The magician used her magic to grab the garment from Rarity and drape it over herself once more. "How much does the Great and Powerful Trixie owe you for repairing Trixie's glorious costume?"

"Oh, no need to pay me darling." Rarity said waving her hoof. "I have no problem fixing clothes for a friend's friend free of charge."

Starlight glanced over at a clock in the boutique. "Wait, it's five o' clock already? Dang, Spike and I have to head back to the train station now."

The pink unicorn turned to her new friend. "It was nice meeting you Sassy. Trixie, it's been wonderful catching up with you."

"When can we hang out again?" Trixie asked. "I've been wanting to do more tricks that I can only pull off with my number one assistant."

Starlight thought for a moment. "Well, between helping my friends plan a festival and my friendship lessons I've been busy. I'll send you a letter when I have more free time and we can schedule a time to meet up."

Trixie gave her friend a good-bye hug. "Sounds like a plan."

Spike turned to Rarity. "Well, I'll see you when you get back to Ponyville."

The fashionista pulled in the young dragon for a friendly hug. "See ya. Thank you for being honest with me Spike."

Spike blushed slightly. "Heh, no problem."

Spike and Starlight left the boutique and started making their way to the train station. Trixie then turned to Rarity and said "Trixie noticed a most glorious lavender dress."

"Oh, you must be talking about 'The Power of Periwinkle.' It's my latest dress design, and it's actually the reason why I'm here in Canterlot. Are you interested in purchasing it?"

"Perhaps." Trixie responded. "Could I order a custom version, with a crescent moon on it?"

"You most certainly can darling."

* * *

Spike and Starlight arrived at the train station and sat down on a bench to wait for Twilight. A few moments later, Twilight arrived, still chatting with Moondancer. "So what did you think about the latest Daring Do book?"

"I'm halfway done reading it." Moondancer responded. "It's good so far, but I find it weird that Ahuizotl is trying so hard to get a rubber chicken. I mean, how powerful can a silly child's toy be?"

"Well, I've seen a rubber chicken help open a magical box." Twilight answered. "If it wasn't for that rubber chicken, I wouldn't have a castle."

Moondancer's glasses slid down her snout slightly. "You lead the strangest life Twilight."

The Princess of Friendship chuckled. "Well, it comes naturally in my profession. You see all kinds of things saving the world. Oh, Starlight! Spike!"

The duo got off the bench and greeted Twilight. The purple alicorn asked "How was your time in Canterlot?"

"I had a really fun time!" Starlight said excitedly.

Spike smiled. "I had a much better time here than I was expecting."

Twilight wanted to hear more from Spike and Starlight but before she could ask, she heard a train whistle. "The train is getting ready to leave!" Twilight said farewell to Moondancer and then joined Spike and Starlight in hurrying over to the train.

Luckily, the trio managed to board the train just before it left. Twilight managed to find a free seat and Starlight sat next to her. Spike sat down on a seat across from Twilight and Starlight. The princess of friendship cleared her throat before speaking. "So what happened earlier today?"

Starlight spoke up first. "Well I ran into Trixie at the donut shop. So we were able to hang out and catch up!"

Twilight smiled. "That's wonderful to hear. Spike, what did you do?"

"Nothing too much." Spike answered nonchalantly. "I grabbed some donuts with Starlight, we saw the sights with Trixie, and ran into Rarity."

The purple alicorn nodded. "Well, that sounds like a- **RARITY!?** "

"Yeah. Trixie ripped her cape and we needed help in fixing it. So we ended up at Rarity's boutique. It was my first time visiting her Canterlot shop actually."

 _Shoot,_ Twilight thought to herself, _I should've checked with Rarity to see if she was visiting her boutique!_

"I wasn't thrilled running into Rarity at first." Spike confessed. "But I'm glad I saw her. I was able to apologize to her for coming on far too strong, and now I don't feel super guilty. Thanks for bringing me to Canterlot Twilight."

Twilight smiled nervously. "Oh! Heh, he. No problem Spike!"

The purple alicorn turned to the window. _Thank Celestia things turned out good! I mean, Spike didn't get to avoid Rarity, but maybe confronting her directly is what he really needed to move on._

The train arrived in Ponyville at ten o' clock. As the three of them made their way back to the castle Twilight yawned. "Wow, I'm tired! I'm heading straight for bed."

Starlight noticed lights on at the castle and raised an eyebrow slightly. "That could be difficult considering the loud music coming from the castle."

"Huh?!" The purple alicorn noticed what Starlight was talking about and abruptly teleported to her castle to figure out what was going on.

The pink unicorn held onto Spike and also teleported.

Twilight, Starlight, and Spike found themselves in the throne room of the castle. There were snacks laid all over the table and a large boom box blasting music. In the center was a giant slime monster swaying back and forth to the music and a strange creature composed of several different animal parts that was dancing wildly and singing at the top of his lungs.

" _We're Apples forever! Apples together! We're family but so much moooooooooooore!"_ Discord stopped singing when he noticed who had returned. "Twilight!"

"What!?" Twilight responded, clearly annoyed.

"It's a pomegranate!" The draconequus responded in a giddy tone.

"Don't distract me with your non sequiturs Discord!" Twilight yelled. "Why are you and the Smooze here in my castle?"

"I am so glad you asked!" Discord responded as he snapped his fingers. All of a sudden the draconequus appeared to be on a large leather chair while wearing glasses, smoking a bubble pipe, and holding a large book. Discord opened the book and started reading it.

"You see, earlier today the Smooze and I were hanging out at my place. And I told my friend, 'You know what Smoozy? We're always spending time in the chaos dimension. Let's mix things up by partying in Ponyville!"

The draconequus paused to sip some champagne that suddenly appeared in his paw. He then turned the page of the book to continue. "So I traveled to this wonderful town with my dear friend and I asked Applejack if the Smooze and I could party at her farm, but she said that she didn't want the Smooze to get slime all over her precious apples. I heard similar things from Pinkie Pie, Fluttershy, and Rainbow Dash."

Twilight rolled her eyes. "Get to the point."

"I just was." Discord answered, as he turned to the last page of the book he was supposedly reading from. "So then the Smoozinator and I arrived at your castle. I knocked at your door, but no pony or dragon answered. Thus, I decided to go inside. I realized that no pony was here, which meant it would be the perfect place for the Smooze-man and I to get down with our bad selves!"

Discord snapped his talon and caused the chair, glasses, and pipe to disappear. He snapped his talon again and caused a disco ball to descend from nowhere. He was also now wearing a leisure suit. The draconequus started dancing as he concluded his little recap. "And so we spent the last five hours boogieing in your castle. The end."

Twilight Sparkle was not amused. "Discord, next time you want to party in my house ask for my permission! That giant blob is getting slime all over the Cutie Map!"

Discord snapped his talons and all of the slime in the room vanished. "Better?"

"Yes." Twilight said with a sigh. "Discord, I don't mind if you want to spend some time with your friends here, just give me a heads up next time. Also, I need to get some sleep so…."

"Say no more Twilight." Discord interjected. "I won't bug _you_ for the rest of the night."

The draconequus snapped his talon causing the Smooze to vanish. "Ta-ta!" he said right before vanishing himself.

"Wow." Starlight said. "You told me that Discord could do strange stuff but that was just….crazy!"

"I know." Twilight responded. "I thought that I'd get used to his chaotic nature, but he still finds ways to be completely unpredictable." The princess of friendship yawned. "Wow, I better get to bed. Goodnight Spike. Goodnight Starlight."

"Goodnight."

"Goodnight."

* * *

Spike went in the bathroom to brush his teeth. When he opened the door he found a certain draconequus applying deodorant. "Gah!"

Discord chuckled. "Oh Spike, no need to overreact. Doing chaos magic can make you quite sweaty so…."

"What are you doing here?" The young dragon interrupted. "You promised not to bug us for the rest of the night!"

The bizarre creature smirked. "I made no promise of such sort. I promised that I'd leave _Twilight_ alone, and you're not a neurotic alicorn now are you?"

Spike rolled his eyes. "What do you want Discord?"

"No need to be so hostile Spike my boy." Discord responded. "I just wanted to congratulate you for being able to talk to Rarity in Canterlot in a mature fashion and being able to move on."

The young dragon's eyes widened. "Wait! Wh-What? H-how? How did you know about that?!"

"Why I was spying on you of course!" Discord answered.

"Ok, first of all, that's creepy! Second of all, how could you spy on me if you were here in the throne room earlier? And third, why were you spying on me?!"

All of a sudden a second Discord appeared next to Spike. "To answer your first question," the second draconequus explained, "I can clone myself as many times as I want, which is useful for when I need to spy on you or Fluttershy."

The first Discord continued to speak. "And to answer your second question, I've been spying on your for the last few days. Seeing you struggle with your feelings for Rarity _and_ Starlight? It's highly entertaining! You should write a book about your experiences."

"That's a ridiculous idea." Spike said. "Nobody would want to read about my struggles."

"Is that so?" the first Discord asked with a smirk.

"Then why are you writing that fan-comic based on your experiences?" the second Discord continued.

"That's different. " Spike responded. "I'm writing that to help me move on. It's not meant for other ponies to read."

"Well I'd say you've moved on quite a bit Spike!" Discord said as his fused with his clone. "At least with the Rarity thing. What about you and that Starlight girl?"

Spike thought for a few seconds. "I'm trying to take it slow with her. Don't want to get hasty and make the same mistakes I made when I was perusing Rarity."

Discord waved his talon. "Spike my boy, that's a terrible idea. If you want to pursue somepony you need to be bold! You need to take risks! Life is too short to waste on taking things slow."

"Twilight's told me the average dragon life-span is around two thousand years." Spike remarked in a deadpan tone.

The draconequus frowned. "Do you want my advice or not?"

"I never asked for your advice."

Discord rolled his eyes. "Kids these days. So ungrateful! I'm leaving, but before I do, let me tell you this: do not be afraid of rejection Spike."

And with a snap of a talon, Discord was gone.

Spike grabbed his toothbrush and started applying tooth paste. _I should talk to Fluttershy tomorrow._

* * *

Starlight trotted through the hallway on the fourth floor. It was the next day and she was continuing her quest to label all the rooms in the castle. She opened a door and found several blankets inside of it. She wrote down 'linen closet' on a sticky note and used magic to place it over the doorway.

 _This is taking longer than I thought._ Starlight thought to herself. _But it will help me get around this place quicker._

Starlight moved on to the next door. She opened it and found a purple-blue room with a small bed in it. She also noticed a bowl of gems sitting on a shelf.

"This must be Spike's room." Starlight said, walking around in the room. "I'm surprised that I've never seen it until now."

The pink unicorn then noticed a large pile of parchment sitting on a desk. "Could this be that comic that Spike was working on when he was upset?"

Starlight let her curiosity get the better of her and she started reading it. The crudely drawn comic showed Humdrum highly depressed because of the fact that Radiance didn't love him. At least until a pink unicorn showed up in the next panel.

"Hey!" Starlight told herself. "This drawing kind of looks like me!"

She continued reading. Apparently the pink unicorn was Marely Quinn, and according to the caption next to the panel, she used to be a villain but was now friends with the Power Ponies.

"Actually, it probably is me." Starlight realized. "Spike must have based this scenario on the first time I comforted him."

She kept on reading out loud, until she got to the caption that said. "At that moment, Humdrum fell in love with Marely Quinn."

Starlight gasped. _Trixie was right! Spike is in love with me!_

* * *

Sorry this chapter took so long to write. The first three chapters came out quick because I knew exactly what would happen in them. For chapter four, all I had planned was that Spike and Starlight would go with Twilight to Canterlot and would grow closer. So once I started writing that chapter I added in so many new things, that I decided to split up the visit to Canterlot, and throw in the confrontation with Rarity alongside the things I was already planning for this chapter, namely Discord and Starlight finding out the truth.

Still, I like how this chapter ended up, and I'm glad I got to make a reference to Ultra Fast Pony. I'll try to get the next chapter out sooner.


End file.
